SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hernandez Jacinto J

(Last)

(First)

(Middle)

C/O CADIZ INC.

550 S. HOPE ST., 2850

(Street)

LOS ANGELES

CALIFORNIA

90071

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [ CDZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/09/2026		A		800,000⁽¹⁾	A	$0	800,000⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights⁽³⁾	⁽⁴⁾	09/09/2026		A		800,000		⁽⁴⁾	07/27/2031	Common Stock	800,000	$0	800,000⁽³⁾	D

Explanation of Responses:

1. Represents shares of Cadiz Inc. (the "Company") common stock underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on September 9, 2026 ("Grant Date"). These RSUs shall vest ratably (a) 200,000 on the Grant Date and (b) in twelve equal quarterly installments of 50,000 each on the final day of each fiscal quarter of the Company commencing with the fiscal quarter ending September 30, 2026, subject to the Reporting Person's continuous service as of each applicable vesting date. The RSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). All RSUs that vest shall be settled by delivery of one share of the Company's common stock per vested RSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.

2. The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.

3. Each Performance Right ("PSU") represents a contingent right to receive one share of the Company's common stock. The PSUs were granted to the Reporting Person as an employment inducement award pursuant to Nasdaq Listing Rule 5635(c)(4). The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested.

4. Of the 800,000 PSUs granted to the Reporting Person, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $6.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $8.00 per share, 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $10.00 per share, and 200,000 PSUs vest upon the Company's common stock achieving a price hurdle of $12.00 per share, subject to the Reporting Person's continuous service as of each applicable vesting date. All PSUs that vest shall be settled by delivery of one share of the Company's common stock per vested PSU on the earlier to occur of (a) the fifth anniversary of the Grant Date or (b) the Reporting Person's "separation from service", as defined in Section 209A of the Internal Revenue Code of 1986, as amended.

	/s/ Jacinto J. Hernandez	09/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)